Business Lifecycle
Company Formation
I can meet your company wherever it is, whether pre-revenue, a startup, or an established business, by providing you the guidance to select the best choice of entity to conduct it. If it has multiple founders/shareholders I can help you to determine the best structure for your company, whether it’s a partnership, limited liability company, C or S corporation. Key factors in evaluating how to select the best organization include you and any cofounders’ tax situation, asset protection concerns, and plans for future equity capital financing. Based on the above factors, where selection of an optimal entity involves a change from your current form to a new one, I can assist you with converting your company to a new form. better suited to your business.
Capital Raising and Business Financing
Depending on your business and future growth plans, your funding needs can be met through additional capital investment or debt financing. I can assist you to determine the best way to secure additional capital investment, whether from friends and family, angel investors, venture capitalists or crowd funding. If debt financing would best fit your company’s financing needs, I can help you navigate borrowing options which can include SBA or conventional bank loans or notes that are convertible into future equity.
Once the best financing method is selected, I can assist you with assembling any required documentation. For capital investment in corporations, this can include shareholders’ agreements, offering memorandums, as well as private placement memoranda where needed. Additional documentation could include necessary amendments to corporate governance provisions including bylaws and articles of incorporation as required to increase the number of authorized shares.
If debt financing is determined to be the best source of funds to grow your company, documentation would be based on the source of the borrowed funds. If borrowing is the best option, required documents will depend on the source of the borrowed funds. For bank loans, I can assist you in securing the most favorable terms possible including, reduction or elimination of the amount of company assets required for collateral and avoidance of personal guarantees. Where possible I would assist your company to secure lower interest rate SBA (Small Business Administration) financing. When available, I can also help your business pursue lower-interest loans through the Small Business Administration (SBA). Another financing option I can help with is to obtain funding through notes that can be converted into your company’s common or preferred stock, enabling your business to avoid having to repay these notes in cash.
Mergers and Acquisitions
I can assist you to successfully obtain funding through the sale of your company in exchange for either cash or stock in the company acquiring it, to provide you a well deserved retirement or propel you on your journey to your next venture. .In obtaining a fair price through the sale of your business, I can help you to successfully navigate the process often encountered in these typically complex transactions including development of the required documentation including due diligence requests, nondisclosure agreements, (NDA’s), purchase and sale agreements, asset or stock purchase agreements, and merger agreements. In negotiating these agreements, I can assist you to include terms that limit possible liability for breach of any representations and warranties.
Business Succession
If your plans to continue your company extend beyond the time you are actively engaged in running it, I can help you plan for when you will transfer your ownership to either the next generation of your family or other designated successor. Key factors that I will assist you to evaluate in developing this planning include assessment of the tax, legal and management capabilities of whomever you select to continue leading your company. Having an up to date succession plan can serve as an insurance policy to protect your company’s continuity of operations in the event of an unexpected vacancy of either you or anyone else in a leadership role at your company. In helping you to implement a succession plan I can also assist you with evaluating purchase of key executive life insurance coverage, preparation of a buy-sell agreement, and estate and gift tax planning to maximize the use of your lifetime unified credit. Additionally, I can help you develop strategies to protect your assets including establishment of multiple entities to protect them against potential creditors.